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Texas Business Organizations Code - Chapter 200 Real Estate Investment TrustsLegal Research Home > Texas Lawyer > Business Organizations Code > Texas Business Organizations Code - Chapter 200 Real Estate Investment Trusts In this chapter, "real estate investment trust" means an unincorporated trust: (1) formed by one or more trust managers under this chapter and Chapter 3; ... (a) The provisions of Chapters 20 and 21 govern a matter to the extent that this chapter or Title 1 does not govern the matter. ... In case of conflict between this chapter and Chapters 20 and 21, this chapter controls. Chapters 20 and 21 do not control over this chapter ... (a) Lack of capacity of a real estate investment trust may not be the basis of any claim or defense at law or in equity. ... (a) Subject to Section 2.113(a) and in addition to the powers specified in Section 2.101, a real estate investment trust may engage in activities mandated ... Unless otherwise provided by this chapter, a filing instrument of a real estate investment trust may be signed by an officer of the real estate ... For purposes of this code, the certificate of formation of a real estate investment trust is a declaration of trust. The certificate of formation may ... A shareholder of a real estate investment trust does not have a vested property right resulting from the certificate of formation, including a provision in ... (a) To adopt an amendment to the certificate of formation of a real estate investment trust as provided by Subchapter B, Chapter 3, the trust ... If a real estate investment trust does not have any issued and outstanding shares, the trust managers may adopt a proposed amendment to the real ... If a real estate investment trust has issued and outstanding shares: (1) a resolution described by Section 200.053 must also direct that the proposed amendment ... (a) Each shareholder of record entitled to vote shall be given written notice containing the proposed amendment or a summary of the changes to be ... (a) A real estate investment trust may adopt a restated certificate of formation as provided by Subchapter B, Chapter 3, by following the same procedures ... (a) The trust managers of a real estate investment trust shall adopt initial bylaws. (b) The bylaws may contain provisions for the regulation and management ... Unless the certificate of formation or a bylaw adopted by the shareholders provides otherwise as to all or a part of a real estate investment ... (a) After the real estate investment trust has been formed, the initial trust managers of the real estate investment trust shall hold an organization meeting, ... A real estate investment trust may issue the number of shares stated in the real estate investment trust's certificate of formation. Acts 2003, 78th Leg., ... A real estate investment trust may provide in the real estate investment trust's certificate of formation: (1) that a specified class of shares is preferred ... (a) A real estate investment trust may provide in the real estate investment trust's certificate of formation that the trust managers may classify or reclassify ... (a) A real estate investment trust may issue shares for consideration if authorized by the trust managers. (b) Shares may not be issued until the ... Shares with or without par value may be issued by a real estate investment trust for the following types of consideration: (1) a tangible or ... Consideration to be received by a real estate investment trust for shares shall be determined by the trust managers. Acts 2003, 78th Leg., ch. 182, ... Consideration to be received by a real estate investment trust for the issuance of shares with par value may not be less than the par ... In the absence of fraud in the transaction, the judgment of the trust managers is conclusive in determining the value of the consideration received for ... An assignee or transferee of certificated shares, uncertificated shares, or a subscription for shares in good faith and without knowledge that full consideration for the ... (a) A real estate investment trust may accept a subscription by notifying the subscriber in writing. (b) A subscription to purchase shares in a real ... (a) A real estate investment trust may determine the payment terms of a preformation subscription unless the payment terms are specified by the subscription. The ... (a) A person who contemplates the acquisition of shares in a real estate investment trust may commit to act in a specified manner with respect ... In addition to the books and records required to be kept under Section 3.151, a real estate investment trust must keep at its principal office ... Except as otherwise provided by this code and subject to Chapter 8, Business & Commerce Code, a real estate investment trust may consider the person ... A shareholder of a real estate investment trust does not have a preemptive right to acquire securities except to the extent specifically provided by the ... Except as otherwise provided by this code, the shares and other securities of a real estate investment trust are: (1) personal property for all purposes; ... (a) A restriction on the transfer or registration of transfer of a security may be imposed by: (1) the real estate investment trust's certificate of ... Notwithstanding Sections 200.154 and 200.157, a restriction placed on the transfer or registration of transfer of a security of a real estate investment trust is ... (a) A real estate investment trust that has adopted a bylaw or is a party to an agreement that restricts the transfer of the shares ... (a) A restriction placed on the transfer or registration of the transfer of a security of a real estate investment trust is specifically enforceable against ... (a) If shares are registered on the books of a real estate investment trust in the names of two or more persons as joint owners ... A real estate investment trust or an officer, trust manager, employee, or agent of the real estate investment trust may not be held liable for ... A real estate investment trust that transfers shares or makes a distribution to a surviving joint owner under Section 200.158 before the real estate investment ... (a) A holder of shares, an owner of any beneficial interest in shares, or a subscriber for shares whose subscription has been accepted is not ... The liability of a holder, beneficial owner, or subscriber of shares of a real estate investment trust for an obligation that is limited by Section ... Section 200.161 or 200.162 does not limit the obligation of a holder, beneficial owner, or subscriber to the obligee of the real estate investment trust ... (a) A pledgee or other holder of shares as collateral security is not personally liable as a shareholder. (b) An executor, administrator, conservator, guardian, trustee, ... The trust managers of a real estate investment trust may authorize a distribution and the real estate investment trust may make a distribution, subject to ... (a) A real estate investment trust may not make a distribution: (1) if the real estate investment trust would be insolvent after the distribution; or ... A real estate investment trust's indebtedness that arises as a result of the declaration of a distribution and a real estate investment trust's indebtedness issued ... (a) A real estate investment trust, by resolution of the trust managers of the real estate investment trust, may: (1) create a reserve out of ... The trust managers of a real estate investment trust may authorize a share dividend, and the real estate investment trust may pay a share dividend ... (a) A real estate investment trust may not pay a share dividend in authorized but unissued shares of any class if the surplus of the ... (a) A share dividend payable in authorized but unissued shares with par value shall be issued at the par value of the shares. (b) A ... (a) When a share dividend payable in authorized but unissued shares with par value is made by a real estate investment trust, an amount of ... (a) The determination of whether a real estate investment trust is or would be insolvent and the determination of the value of a real estate ... (a) For purposes of this subchapter, a determination of whether a real estate investment trust is or would be made insolvent by a distribution or ... The trust managers of a real estate investment trust may authorize the real estate investment trust to carry out any split-up or division of the ... (a) An annual meeting of the shareholders of a real estate investment trust shall be held at a time that is stated in or set ... A special meeting of the shareholders of a real estate investment trust may be called by: (1) a trust manager, an officer of the real ... (a) Written notice of a meeting in accordance with Section 6.051 shall be given to each shareholder entitled to vote at the meeting not later ... Share transfer records that are closed in accordance with Section 6.101 for the purpose of determining which shareholders are entitled to receive notice of a ... The record date provided in accordance with Section 6.102(a) may not be more than 10 days after the date on which the trust managers adopt ... The record date provided by the trust managers in accordance with Section 6.101 must be at least 10 days before the date on which the ... (a) Subject to Subsection (b), the holders of the majority of the shares entitled to vote at a meeting of the shareholders of a real ... (a) Subject to Subsection (b), trust managers of a real estate investment trust shall be elected by two-thirds of the votes cast by the holders ... (a) Cumulative voting is allowed only if specifically authorized by the certificate of formation of a real estate investment trust. (b) Cumulative voting occurs when ... (a) Subject to Subsection (b), with respect to a matter other than the election of trust managers or a matter for which the affirmative vote ... (a) In this section, a "fundamental action" means: (1) an amendment of a certificate of formation; (2) a voluntary winding up under Chapter 11; (3) ... (a) With respect to a matter for which the affirmative vote of the holders of a specified portion of the shares entitled to vote is ... (a) Except as provided by the certificate of formation of a real estate investment trust or this title or Title 1, each outstanding share, regardless ... (a) A shareholder may vote in person or by proxy executed in writing by the shareholder. (b) A telegram, telex, cablegram, or other form of ... A proxy is not valid after 11 months after the date the proxy is executed unless otherwise provided by the proxy. Acts 2003, 78th Leg., ... (a) In this section, a "proxy coupled with an interest" includes the appointment as proxy of: (1) a pledgee; (2) a person who purchased or ... (a) An irrevocable proxy is specifically enforceable against the holder of shares or any successor or transferee of the holder if: (1) the proxy is ... A real estate investment trust may establish in the bylaws of the real estate investment trust procedures consistent with this code for determining the validity ... The control, operation, disposition, investment, and management of the trust estate and the powers necessary or appropriate to effect any purpose for which a real ... (a) The certificate of formation of a real estate investment trust must contain the name of each trust manager. (b) A successor trust manager must ... A trust manager of a real estate investment trust must be an individual. Unless the certificate of formation or bylaws of a real estate investment ... (a) The certificate of formation or bylaws of the real estate investment trust shall set the number of trust managers or provide for the manner ... A trust manager or officer of a real estate investment trust is entitled to receive compensation set by or in the manner provided by the ... (a) Except as provided by the certificate of formation or bylaws of a real estate investment trust, a trust manager of the real estate investment ... (a) A governing document of a real estate investment trust may provide that all or some of the board of trust managers may be divided ... (a) Except as provided by Subsection (b), a vacancy occurring in the office of a trust manager of a real estate investment trust may be ... (a) Regular meetings of the trust managers of a real estate investment trust may be held with or without notice as prescribed by the real ... A quorum of the board of trust managers of a real estate investment trust is the majority of the number of trust managers unless the ... (a) If authorized by the certificate of formation or bylaws, the trust managers of a real estate investment trust, by resolution adopted by a majority ... (a) A trust manager of a real estate investment trust who votes for or assents to a distribution of assets made by the real estate ... An action may not be brought against a trust manager of a real estate investment trust under Section 200.312 after the second anniversary of the ... A trust manager of a real estate investment trust may not be held liable to the real estate investment trust for an act, omission, loss, ... A trust manager who is liable for a claim asserted under Section 200.312 is entitled to receive contribution from each of the other trust managers ... (a) An officer of a real estate investment trust designated by the trust managers under Section 3.103 may exercise all of the powers of a ... (a) This section applies only to a contract or transaction between a real estate investment trust and: (1) one or more of the trust's trust ... A trust manager or officer of a real estate investment trust has complete discretion with respect to the investment of the trust estate unless the ... In this subchapter: (1) "Participating shares" means shares that entitle the holders of the shares to participate without limitation in distributions. (2) "Sale of all ... (a) A real estate investment trust that is a party to the merger under Chapter 10 must approve the merger by complying with this section. ... (a) A real estate investment trust must approve a conversion under Chapter 10 by complying with this section. (b) The trust managers of the real ... (a) A real estate investment trust the shares of which are to be acquired in an exchange under Chapter 10 must approve the exchange by ... (a) Except as provided by the certificate of formation of a domestic real estate investment trust, a sale, lease, pledge, mortgage, assignment, transfer, or other ... (a) If a fundamental business transaction involving a real estate investment trust is required to be submitted to the shareholders of the real estate investment ... (a) Except as provided by this code or the certificate of formation or bylaws of a real estate investment trust in accordance with Section 200.261, ... (a) Separate voting by a class or series of shares of a real estate investment trust is required for approval of a plan of merger ... (a) Unless required by the real estate investment trust's certificate of formation, a plan of merger is not required to be approved by the shareholders ... A shareholder of a domestic real estate investment trust has the rights of dissent and appraisal under Subchapter H, Chapter 10, with respect to a ... A real estate investment trust must approve a voluntary winding up under Chapter 11 by the affirmative vote of the shareholders in accordance with Section ... A real estate investment trust may reinstate its existence under Section 11.202, revoke a voluntary decision to wind up under Section 11.151, or cancel an ... If a real estate investment trust determines or is required to wind up, the trust managers shall manage the winding up of the business or ... (a) On written demand stating a proper purpose, a shareholder of record of a real estate investment trust for at least six months immediately preceding ... The joinder of shareholders of a real estate investment trust is not required for any sale, lease, mortgage, or other disposition of all or part ... In connection with a real estate investment trust qualifying or attempting to qualify as a real estate investment trust under the Internal Revenue Code and ... Last modified: August 10, 2007 |